Clean Earth Acquisitions Corp. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 7.01. Regulation FD Disclosure.
On January 30, 2024, Alternus Energy Group plc (OSE: ALT), a majority stockholder of Alternus Clean Energy, Inc. (the “Company”), disclosed in a notice to the Euronext Growth Oslo stock exchange details relating to the extension and waiver of the Solis Bonds. On January 31, 2024, Alternus Energy Group plc disclosed in a notice to the Euronext Growth Oslo stock exchange details relating to the Repayment (as defined below) of the Solis Bonds. A copy of each such notice is attached hereto as Exhibit 99.1 and 99.2, respectively, and incorporated herein by reference.
Item 8.01. Other Events.
As previously disclosed, in 2021, Solis Bond Company Designated Activity Company (“Solis”), a company incorporated under the laws of Ireland and indirect wholly owned subsidiary of the Company, issued certain 3-year FRN senior secured green bonds 2021/2024 (ISIN NO0010914914) (the “Solis Bonds”) in the maximum amount of €200 million (approximately $218 million).
On January 30, 2024, Solis provided notice that the trustee of the Solis Bonds has exercised its right to extend the waivers and the maturity date of the Solis Bonds to 29 February 2024. Additionally, the trustee of the Solis Bonds and a majority of the bondholders have agreed to waive the requirement that repayments must be made in whole multiples of EUR 7 million for the purpose of repaying the bond using the proceeds from the past and potential future divestitures of certain of Solis’ assets.
On January 31, 2024, in accordance with the terms of the Solis Bonds, Solis provided notice to the trustee of the Solis Bonds of its intent to exercise call options to repay €59.1 million (approximately $64.1 million) of amounts outstanding under the bonds (the “Repayment”). The Repayment will be funded by transactions relating to the divestiture of certain of Solis’ assets in each of Italy and Poland, as previously disclosed in Current Reports on Form 8-K on December 29, 2023 and January 22, 2024, respectively. The settlement date of the Repayment is expected to be February 14, 2024, the date that is ten business days after the Repayment notice date.
Forward Looking Statements
All statements contained in this Current Report on Form 8-K other than statements of historical facts, including any information on the Company’s plans or future financial or operating performance and other statements that express the Company’s management’s expectations or estimates of future performance, constitute forward-looking statements. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or its management team. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Such statements are based on a number of estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond the control of the Company. The Company cautions that such forward-looking statements involve known and unknown risks and other factors that may cause the actual financial results, performance or achievements of the Company to differ materially from the Company’s estimated future results, performance or achievements expressed or implied by the forward-looking statements. These statements should not be relied upon as representing the Company’s assessments of any date after the date of this Current Report on Form 8-K. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Euronext notice related to extension and waiver, dated January 30, 2024 | |
| 99.2 | Euronext notice related to the Repayment, dated January 31, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 31, 2024 | ALTERNUS CLEAN ENERGY, INC. | |
| By: | /s/ Vincent Browne | |
| Name: | Vincent Browne | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors | |
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